Exhibit 10.16
April 28, 2005
James A. Attwood, Jr.
William Kennard
Hawaiian Telcom HoldCo, Inc.
Hawaiian Telcom Communications, Inc.
c/o The Carlyle Group
520 Madison Avenue, 41 st Floor
New York, NY 10022
R. Ronald Hopkinson
Latham & Watkins LLP
885 Third Avenue
Suite 1000
New York, NY 10022
Subject: Amendment No. 3 of Transition
Services Agreement
Dear Sirs,
Reference is made to the Transition Services
Agreement by and among Verizon Information Technologies LLC
(successor to Verizon Information Technologies Inc.), Hawaiian
Telcom HoldCo, Inc. (f/k/a Paradise HoldCo, Inc.), Hawaiian Telcom
Communications, Inc. (f/k/a Paradise MergerSub, Inc.) and Verizon
Hawaii Inc. dated May 21, 2004, as amended on August 27,
2004 and on April 8, 2005 (herein the “Transition
Services Agreement”). Capitalized terms used herein have the
meanings assigned in the Transition Services Agreement or the
Merger Agreement, as applicable, unless otherwise defined herein.
The parties hereby agree (a) to amend Section 13.1 so
that the references in clause (ii) of Section 13.1 to
“Sunday” shall be deemed to refer to
“Saturday” and the references to “Sunday”
in the proviso in such clause of such section shall be deemed to
refer to “Saturday or Sunday” and (b) to amend,
modify and restate all of Section 14.2 as follows:
14.2 Termination of
Services.
(a) The Surviving Corporation may
not terminate any Transition Service after the Closing, except as
may be specified in the Cutover Plan for particular Transition
Services; provided , that if the Closing occurs prior to the
date contemplated in the Cutover Plan, then the parties agree that
the Supplier and the Surviving Corporation may not be in a position
to plan for the provision of less than all of the Transition
Services. In such case, upon the Closing, Supplier shall provide to
the Surviving Corporation all of the Transition Services;
provided , that upon the Closing, the Cutover Planning
Committee shall revise its Cutover Plan in order that the Supplier
may as timely as possible terminate those Transition Services
listed in an Opt-out Notice, if any, received from the Buyer in
accordance with Section 4.1.
(b) For the avoidance of doubt, when
all Transition Services cease to be provided hereunder, the Cutover
shall occur. Notwithstanding anything herein to the contrary, the
Cutover must occur on the last day of a calendar month, provided
that if such last day is not a Saturday or Sunday, the Cutover
shall occur on the first Saturday following such month end. The
Surviving Corporation acknowledges an
